SOUTHERN PINES, N.C. and
DUNN, N.C., June 1, 2021 /PRNewswire/ -- First Bancorp
(Nasdaq: FBNC), the parent company of First Bank, and Select
Bancorp, Inc. ("Select") (Nasdaq: SLCT), the parent company of
Select Bank and Trust Company ("Select Bank"), announced today the
signing of a definitive merger agreement under which First Bancorp
will acquire Select in an all-stock transaction with a total
current value of approximately $314.3
million, or $18.10 per share,
based on First Bancorp's stock price as of May 28, 2021.
The merger agreement has been unanimously approved by the boards
of directors of each company. The transaction is expected to close
in the fourth quarter of 2021 and is subject to customary
conditions, including shareholder and regulatory approval. Subject
to the terms of the merger agreement, Select shareholders will
receive 0.408 shares of First Bancorp's common stock for each share
of Select common stock.
Select Bank currently operates twenty-two banking locations in
North Carolina, South Carolina, and Virginia and has the leading community bank
market share in Fayetteville, NC
and a presence in the key North
Carolina growth markets of Raleigh, Charlotte, and Wilmington. As of March
31, 2021, Select reported assets of $1.8 billion, loans of $1.3 billion, and deposits of $1.6 billion. The acquisition complements
First Bank's existing footprint and provides entry into several new
markets.
"Select Bank is a high quality institution with a long-standing
history of service and strong community banking
relationships," said Richard
Moore, Chief Executive Officer of First Bancorp. "We are
thrilled that the Select Bank team will be joining First Bank, and
we look forward to the opportunity to serve their customers."
Upon completion of the acquisition, the combined company is
expected to have over $9 billion in
assets, $6 billion in loans, and
$8 billion in deposits. This
transaction represents an opportunity to further cement First
Bank's position as the preeminent community bank in North Carolina in a way that is attractive for
all stakeholders involved.
"We are very excited about this partnership and the unique
opportunity it presents," said Bill
Hedgepeth, President, CEO, and Director of Select. "We have
long admired First Bancorp, and our combined company will be
positioned to capitalize on an enhanced presence in exceptional
markets, talent, and financial strength."
Keefe, Bruyette & Woods, Inc. served as financial advisor to
First Bancorp and Brooks, Pierce, McLendon, Humphrey & Leonard,
LLP provided legal counsel. Raymond
James & Associates, Inc. served as financial advisor to
Select Bancorp, Inc., and Wyrick Robbins
Yates & Ponton LLP served as legal counsel.
INVESTOR PRESENTATION
Further information on the terms of this transaction will be
included in Form 8-Ks to be filed by First Bancorp and Select
Bancorp, Inc. with the Securities and Exchange Commission (the
"SEC").
First Bancorp
First Bancorp is the holding company for First Bank and is
headquartered in Southern Pines, North
Carolina. The company currently operates 102 bank branches,
with 96 branches operating in North
Carolina and 6 branches in South
Carolina (Cheraw,
Dillon, Florence, and Latta).
Select Bancorp, Inc.
Select Bancorp, Inc. is the holding company for Select Bank
& Trust Company and is headquartered in Dunn, North Carolina. The company currently
operates 22 full-service banking locations in North Carolina, South Carolina, and Virginia.
FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking statements,
including certain plans, expectations, goals, and projections, and
including statements about the benefits of the merger between First
Bancorp and Select Bancorp, Inc. which are subject to numerous
assumptions, risks, and uncertainties. Actual results could differ
materially from those anticipated by such statements for a variety
of factors including, without limitation: the businesses of First
Bancorp and Select Bancorp, Inc. may not be integrated successfully
or such integration may take longer to accomplish than expected;
the expected cost savings and any revenue synergies from the merger
may not be fully realized within the expected timeframes;
disruption from the merger may make it more difficult to maintain
relationships with clients, associates, or suppliers; the required
governmental approvals of the merger may not be obtained on the
proposed terms and schedule; the shareholders of First Bancorp
and/or Select Bancorp, Inc. may not approve the merger.
ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION AND
WHERE TO FIND IT
This communication is being made in respect of the proposed
transaction involving First Bancorp and Select Bancorp, Inc. This
material is not a solicitation of any vote or approval of the
shareholders of First Bancorp or Select Bancorp, Inc. and is not a
substitute for the joint proxy statement/prospectus or any other
documents which First Bancorp and Select Bancorp, Inc. may send to
their respective shareholders in connection with the proposed
merger. This communication does not constitute an offer to sell or
the solicitation of an offer to buy any securities.
In connection with the proposed transaction, First Bancorp
intends to file with the SEC a Registration Statement on Form S-4
that will include a joint proxy statement of First Bancorp and
Select Bancorp, Inc. and a prospectus of First Bancorp, as well as
other relevant documents concerning the proposed transaction.
Investors and security holders are also urged to carefully review
and consider each of First Bancorp's and Select Bancorp, Inc.'s
public filings with the SEC, including but not limited to their
Annual Reports on Form 10-K, their proxy statements, their Current
Reports on Form 8-K and their Quarterly Reports on Form 10-Q. First
Bancorp and Select Bancorp, Inc. will mail the joint proxy
statement/prospectus to the shareholders of First Bancorp and
Select Bancorp, Inc., respectively. BEFORE MAKING ANY VOTING OR
INVESTMENT DECISIONS, INVESTORS AND SHAREHOLDERS OF FIRST BANCORP
AND SELECT BANCORP, INC. ARE URGED TO CAREFULLY READ THE ENTIRE
REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS
REGARDING THE PROPOSED MERGER WHEN IT BECOMES AVAILABLE AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders may obtain a free copy of the joint
proxy statement/prospectus (when available) and other filings
containing information about First Bancorp and Select Bancorp, Inc.
at the SEC's website at www.sec.gov. Investors and security holders
may also obtain free copies of the documents filed with the SEC by
First Bancorp on its website at http://www.localfirstbank.com and
by Select Bancorp, Inc. on its website at
http://www.selectbank.com
First Bancorp, Select Bancorp, Inc. and certain of their
respective directors and executive officers, under the SEC's rules,
may be deemed to be participants in the solicitation of proxies of
First Bancorp and Select Bancorp, Inc.'s shareholders in connection
with the proposed transaction. Information about the directors and
executive officers of First Bancorp and their ownership of First
Bancorp common stock is set forth in the proxy statement for First
Bancorp's 2021 Annual Meeting of Shareholders, as filed with the
SEC on Schedule 14A on March 23,
2021. Information about the directors and executive officers
of Select Bancorp, Inc. and their ownership of Select Bancorp, Inc.
common stock is set forth in the proxy statement for Select
Bancorp, Inc.'s 2021 Annual Meeting of Shareholders, as filed with
the SEC on a Schedule 14A on April 6,
2021. Additional information regarding the interests of
those participants and other persons who may be deemed participants
in the transaction may be obtained by reading the joint proxy
statement/prospectus regarding the proposed transaction when it
becomes available. Free copies of this document may be obtained as
described in the preceding paragraph.
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SOURCE First Bancorp